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SEC File No. 0-18267
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): / / Form 10-K / / Form 20-F / / Form 11-K /X/ Form 10-Q / / FORM N-SAR
For Period Ended: September 30, 1995
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Noise Cancellation Technologies, Inc.
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Full Name of Registrant
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Former Name if Applicable
1025 West Nursery Road Suite 120
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Address of Principal Executive Office (Street and Number)
Linthicum, Maryland 21090
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion
/X/ thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. See Exhibit A.
SEC 1344 (11-91)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Stephen J. Fogarty (410) 636-8700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports)
been filed? If answer is no, identify report(s). /X/ Yes / / No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? /X/ Yes / / No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
See Exhibit A
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Noise Cancellation Technologies, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 15, 1995 By /s/ Stephen J. Fogarty
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Stephen J. Fogarty, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
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Exhibit A
Noise Cancellation Technologies, Inc.
Commission File No. 0-18267
Form 12b-25
Part III
The registrant completed two transactions on November 14 and 15, 1995, that
will have a material effect on the financial condition of the registrant. On
November 14, 1995 the registrant received approximately $3.3 in cash from the
private placement of 4,800,000 shares common stock. On November 15, 1995, the
registrant completed a restructuring of one of its major joint ventures, which
will reduce the liabilities of the registrant by approximately $2.4 million and
provide revenue of approximately $3.3 million in the fourth quarter of 1995
consisting of $0.3 million in cash, the elimination of a $2.4 million obligation
to fund future development work and the receipt of 1,110,083 shares of the
registrant's common stock which it issued to an affiliate of the co-venturer in
December 1993. The registrant believes that filing Form 10Q without including
the above transactions could be misleading regarding its current financial
position. Because of the closing dates of the two transactions, the registrant
is unable to file Form 10Q on November 14, 1995.
Part IV(3)
The registrant expects to report in the Form 10Q to which this notification
relates that its total revenues for the nine months ended September 30, 1995,
including technology licensing fees, product sales and engineering and
development services was $6.48 million, an increase of $0.5 million or 8% over
the same period last year. The registrant expects to report a net loss of
$4.80 million for the first nine months of 1995, of which $2.33 million related
to the third quarter, compared to a net loss of $14.47 million for the first
nine months of 1994, of which $5.98 million related to the third quarter, and
total revenue for the third quarter of 1995 of $1.12 million compared to $2.66
million for the third quarter of 1994, a decrease of $1.54 million. The
registrant also expects to report that total expenses had decreased by $9.17
million or 45% for the first nine months of 1995, reflecting the continuing
results of the cost reduction plan adopted in December 1994.